INSTRUCTION OF CENTRAL BANK OF THE RUSSIAN FEDERATION

of January 17, 2019 No. 5062-U

About requirements to the internal document on corporate management of the organizer of trade, the clearing organization, the central partner, the central depositary, and also procedure and terms of disclosure of information containing in the internal document on corporate management, and information on its observance

This Instruction based on part 16 of Article 5, parts 6 of Article 22, Item 14 of part 1 of article 25 of the Federal Law of November 21, 2011 No. 325-FZ "About the organized biddings" (The Russian Federation Code, 2011, No. 48, Art. 6726; 2012, No. 53, Art. 7607; 2013, No. 30, Art. 4084; No. 51, Art. 6699; 2015, No. 27, Art. 4001; No. 29, Art. 4357; 2016, No. 1, Art. 47, Art. 48; No. 27, Art. 4225; 2017, No. 30, Art. 4456; 2018, No. 24, Art. 3399; No. 32, Art. 5103; No. 53, the Art. 8440), parts of 21 Articles 5, Item 10 of part 2 and part 5 of article 19 of the Federal Law of February 7, 2011 No. 7-FZ "About clearing, clearing activities and the central partner" (The Russian Federation Code, 2011, No. 7, Art. 904; No. 48, Art. 6728; No. 49, Art. 7040, Art. 7061; 2012, No. 53, Art. 7607; 2013, No. 30, Art. 4084; 2014, No. 11, Art. 1098; 2015, No. 27, Art. 4001; No. 29, Art. 4357; 2016, No. 1, Art. 23, Art. 47; 2017, No. 30, Art. 4456; 2018, No. 24, Art. 3399; No. 31, Art. 4861; No. 32, Art. 5103; No. 53, the Art. 8440), parts 6 of Article 9, Item 11 parts 2 Articles 17, Item 6 of article 32 of the Federal Law of December 7, 2011 No. 414-FZ "About the central depositary" (The Russian Federation Code, 2011, No. 50, Art. 7356; 2012, No. 31, Art. 4334; No. 53, Art. 7607; 2013, No. 27, Art. 3477; No. 30, Art. 4084; 2015, No. 27, Art. 4001; No. 29, Art. 4357; 2018, No. 17, Art. 2429; No. 32, Art. 5088; No. 53, of the Art. 8440) establishes requirements to the internal document on corporate management of the organizer of trade, the clearing organization, the central partner, the central depositary, and also procedure and terms of disclosure of information containing in the internal document on corporate management, and information on its observance.

Chapter 1. Requirements to the internal document on corporate management of the organizer of trade, the clearing organization, the central partner, the central depositary

1.1. The internal document on corporate management of the organizer of trade, the clearing organization, the central partner, the central depositary (further - the internal document on corporate management) shall contain following provisions.

1.1.1. The description of structure of governing bodies, bodies of internal control and bodies of internal audit of the organizer of trade, the clearing organization, the central partner, the central depositary (further in case of joint mentioning - the Organization).

1.1.2. The list of the internal documents of the Organization determining corporate management system, containing regulations on the board of directors (supervisory board), regulations on the committees created by the board of directors (observant council) (in case of their forming), the list of the documents regulating the organization and implementation of internal control and internal audit of the Organization, the documents determining rules of the organization of risk management system of the Organization and also the following politicians (in case of their availability):

information policy;

to the politician of anti-corruption and settlement of conflicting interests;

to the politician of remuneration of board members (supervisory board), executive bodies and other key leading employees;

to the politician of innovative development;

to the politician of ensuring succession of members of governing bodies;

policy, approved by the Organization, not specified in paragraphs the second - pole of this subitem.

1.1.3. The provisions reflecting the principles of corporate management of the Organization including the following principles.

1.1.3.1. Providing management system with the Organization answering its strategic objectives, corporate values, features of activities, and also requirements and interests of her clients.

1.1.3.2. Ensuring activities of the board of directors (supervisory board) of the Organization founded:

on strategic management by the Organization;

on implementation by the board of directors (supervisory board) of control of activities of the executive bodies of the Organization, and also decision making directed to remedial action in activities of executive bodies of the Organization in case of their identification by results of implementation of such control;

on evaluating efficiency of activities of the board of directors (supervisory board) the Organization, and also quality evaluation of work of specialized committees in case of the board of directors (supervisory board) (in case of their forming) and disclosure of results of such assessment;

on separation of control functions and managerial obligations, determination of individual and collective responsibility of board members (supervisory board).

1.1.3.3. Ensuring functioning of internal control, internal audit, risk management system of the Organization.

1.1.3.4. Ensuring the prevention, identification and settlement of conflicting interests connected with organization activity implementation and also anti-corruption.

1.1.3.5. Providing the equal and fair attitude towards all shareholders (participants) in case of realization of the participation right by them in management of the Organization, and also respect for balance of the rights and interests of clients, partners of the Organization and other interested persons.

1.1.3.6. Ensuring transparency of activities and effective information interaction of the Organization with its shareholders (participants) and other interested persons.

1.1.4. The provisions determining mechanisms of realization of the principles specified in subitems 1.1.3.1 - 1.1.3.6 these Items, including following provisions.

1.1.4.1. Regulations on the measures aimed at providing availability in the board of directors (supervisory board) of the Organization of independent directors and assessment of board members (supervisory board) regarding their independence if inclusion in structure of the board of directors (supervisory board) of independent directors is provided by the Organization.

1.1.4.2. Regulations on the measures aimed at providing preliminary consideration by the specialized committees created by the board of directors (supervisory board) for preliminary consideration of the single questions which are within the competence of the board of directors (supervisory board) (in case of their forming), questions, connected:

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